Lux ex Tenebris
by Valerianus
Summary: Deep beneath the ruins of a Dwemer city, Avernus, a crippled war veteran-turned-scholar, is captured by a savage tribe of Falmer. There, he meets an unlikely ally in the form of Leto, a disgruntled member of the tribe. Join them as they discover friendship and - yes, you read that right - romance on their adventures through the harsh, underground world of the Falmer.
1. Chapter I

**This is actually the second attempt at writing a story based off an idea I had over a year and a half ago. The first attempt is still up on my profile for any new readers who find themselves interested, and I doubt I'll take it down. I had fun writing the last attempt, but when the winter term of university rolled around, my inspiration suddenly died. Besides, I've since begun to grow increasingly frustrated with the flaws of my old attempt. So I decided to start over. I've kept the characters largely unchanged from my first attempt, but the plot will be taking a completely different direction than it took in my first attempt. **

**One of the problems with my first attempt is that I had no solid plan for the story. P****lot development was a very spur-of-the-moment thing and my goals kept changing. That's not the case for this version though. In this story, I want to explore the world of the Falmer and their societies, something Bethesda completely failed to deliver on, and instead of relying solely on a single falmer companion, I intend instead to directly explore how I imagine their societies to be like, deep in their own underground world that Avernus and Leto journey through.**

**Just like my first attempt, I just jump straight into the story. It's easier and smoother that way, I think. To my new readers, I'd like to thank you for giving my story a chance. To my old readers, I'm thrilled that you enjoyed my first attempt enough to follow through to this second version; I hope I fail to disappoint. To _all_ my readers, I hope you find this story as interesting to read as it was for me to imagine and write.**

**Disclaimer: I own nothing except for any original characters you happen to see. The rest belongs to the fine people at Bethesda.**

* * *

**27****th**** of Sun's Height, 4E 196**

Avernus lay on his right side in a corner of his cell, curled into a fetal position. Ever since his capture and imprisonment, his life had become filled with perpetual darkness and unbearable pain. He had lost track of how long he had been imprisoned here. He had initially kept track of the passing days by counting how many times he fell asleep and when he woke, but he had since lost track. Day and night didn't really have any meaning deep underground, and when the entirety of one's days are spent either in a small, stone cell with nothing in it, or in a tiny chamber alternating between being interrogated and beaten senselessly for the enjoyment of his captors, time seemed to pass achingly slowly. Avernus would have liked to say that he had spent several centuries here already, but the logical part of his mind, as subdued as it was, told him that it couldn't have been much more than a few weeks, perhaps a month at most.

"Avernus," came a soft, barely-audible whisper from the bars of his cell. The building his cell was located in was kept in total darkness, and he had not heard any footfalls indicating the approach of his falmer captors; it was frighteningly eerie how silent they could be when they wanted to, blending into the darkness they lived in as if they were a part of it.

Avernus's first instinct was to curl himself up even tighter and not respond to whoever had called to him in an reflexive attempt to minimize the attention diverted to him. But the logical part of his mind told him that it was Leto calling him. None of his other captors bothered addressing him by his name.

Raising his head, Avernus summoned enough magical energy to conjure a small ball of faintly-glowing orange light the colour of flame (he found pure white light to be far too harsh) and positioned it close to the bars of his cell so he could see Leto.

The face that stared back was thin, with pale skin clinging tightly to the bones of her skull. Leto had high, pronounced cheekbones and a narrow jaw, and her brow-ridge wasn't as pronounced as those of the males of her race were. She had long, pointed elven ears and long, wispy white hair that fell past her shoulders and down her back. As with all other modern falmer, her eyelids, pink and constantly inflamed, were swollen shut, rendering her effectively blind, while the physical structure of her nose seemed to end at the tip of the nasal bones, the cartilaginous portion of the nasal bridge apparently having been lost over many generations of descent, such that her nose had the appearance of being reabsorbed into her face.

Leto then slipped a hand through the bars of his cell, reaching for Avernus. Her fingers were slender and very long, proportionally longer than any of the surface-dwelling races of _mer_, and ended not in a soft, flat nail but in hard, sharp claws. The pale skin clung very tightly to the bones of her hand, and thick tendons stuck out very prominently along the back of her hand, suggesting a grip that was far stronger than what the surface-dwelling races possessed.

Avernus had been confused the first time Leto had reached for him like this, but he had learned that when she did this, she sought out his hand to grasp. Being blind, the holding of hands during a conversation was the Falmeri equivalent of making eye contact. It was with this understanding that Avernus reached out his mutilated right hand – missing the fourth finger in its entirety as well as the fifth finger and its associated metacarpal – and grasped Leto's outstretched hand (his cell was not even two arm-spans from front to back).

"Hello, Leto," Avernus whispered very softly in greeting. He didn't dare speak in anything more than a whisper; a few visits ago, he and Leto were caught conversing, and they were both beaten for it (though Leto was not as severely beaten as Avernus).

"I brought you your water," Leto said as she slid two large, stoppered water skins through the bars of his cell. She, of course, spoke the Falmeri language, but Avernus could understand her. He had studied their language at various universities and colleges on the surface, and while he had learned an ancient dialect that was barely intelligible with contemporary Falmeri, he quickly picked up the modern dialect during his captivity.

"Thank you," Avernus replied before releasing Leto's hand. He then pushed himself up onto his side, mindful of his left leg after stabbing pains shot through the mangled flesh of his crippled limb when he snagged his foot on the rough-hewn stone floor of his cell. He then manoeuvred himself so that he was sitting with his back against the right wall of his cell. His right leg was drawn up with his knee almost to his chest while his left leg was folded underneath the right one.

The only clothing Avernus's captors provided him with was a simple rope belt with a couple rags attached to provide him with some modesty, leaving his disfigured feet plainly visible in the warm, orange glow of the conjured mage-light. On his left foot, only his big toe and fourth toe remained, with the other three having been severed, while on his right foot, his fourth and fifth toes had been severed. On both feet, between the tarsals, thick, pink scars ran for about an inch from the spaces between where his toes had once been, left by a cleaver that had been pushed through the flesh between the bones. How hideous his feet were. These injuries, combined with his mangled left leg, made walking without his cane impossible, and even then, it was still difficult.

From his new seated position, Avernus grasped one of the water skins with his left hand – the least damaged of all his appendages, missing only the fifth finger – unstoppered it, and took several greedy swigs before reaching out and grasping Leto's hand once again.

"Is your magic coming back?" Leto asked.

"Yes, and quite quickly too," answered Avernus. "It should be combat-worthy in a day or so."

At the beginning of Avernus's captivity, the water he was given was laced with a toxin derived from chaurus eggs that supressed his magic, thus preventing him from resisting his captors, but since Leto had begun caring for him, she had been able to intercept his poisoned water and replace it with clean water.

"That's great," came Leto's response. "We're almost ready to go. I just need to gather a few more supplies before we can escape. I should have them by tomorrow. Can you hold on until then?"

"Yes," replied Avernus. "I've gotten through far worse than what your…acquaintances, I suppose I can call them, have done to me thus far."

"Right," Leto responded. "Can I ask you something?"

"Sure."

"How did your body get to be so…_wrecked?_" she queried, as she ran her fingers over where Avernus's would have been. "Who did this to you?"

Avernus was silent for a while as he thought about his answer. He used to dislike talking about his mutilation with others, but after his recovery, as more and more people asked him, he found it didn't bother him so much anymore. Right now, his apparent hesitation was merely thinking of a way to explain it to Leto that made sense to her.

"Years ago, I was a captain, a high-ranking soldier, in the legions of the Cyrodiilic Empire," Avernus said eventually. "In an event that would later come to be known as the Great War, the Empire was invaded by another power called the Aldmeri Dominion. I was involved in the defense of one of our cities and though we were outnumbered, we were pushing the Dominion forces back. I was leading the final charge when Dominion reinforcements arrived and fell upon my cohort. Most of us were killed, and the few of us who survived were taken prisoner."

"I was taken to a military fort in Dominion territory and shoved into a cell a quarter of the size of the one I'm in now with almost no room to even move my limbs. When I wasn't wasting away in that cell, I was being tortured for information on the Empire's defenses and military strategies. I was kept there and tortured until the end of the war when I was allowed to return home as part of a mutual exchange of prisoners. By that point, my body was utterly ruined."

"And…did you tell them your Empire's plans?" Leto asked somewhat uncertainly.

"Of course I did," Avernus replied immediately with mild amusement, as if she had just asked something very silly. "You can see for yourself what they did to me. Before long, I was squealing like a little girl. I told them anything and everything to get them to stop what they were doing to me, and when I ran out of information to divulge, I made things up. But that didn't get them to stop what they were doing to me; after a point, they just stopped asking questions when they brought me in to hack and cut little bits out of me."

Turning his head to look at her, he found Leto had adopted a curious look on her face; her eyebrows were raised, her mouth hung open, revealing several jagged, pointy teeth, and had she been able to open them, her eyes likely would have been wide with shock.

"Dear gods, and I thought _my_ people were cruel," she said after a moment. "I'm so sorry to hear that, Avernus."

"It's no matter," dismissed Avernus. "That was a long time ago, and I've spent much more of my adult life crippled than able-bodied, so I've gotten used to it."

"Oh," replied Leto awkwardly. She didn't really know what to say to something so horrible. "Anyway, I should probably go gather the last of our supplies."

"That would probably be best," Avernus said with a mildly dejected tone of voice. Leto was the only person who didn't treat him with malice since his capture, and he enjoyed talking with her, even if it was only about unpleasant periods in his past. "I don't want you to get caught talking with me again."

"I'll be back in a bit, when everyone's asleep" she reassured him. "I don't think you have any more beatings today, so hopefully the time should pass faster. Maybe you can sleep or something."

"That would be nice. Good luck, Leto."

"Thanks. I'll see you soon," she replied, giving his hand a gentle squeeze before releasing it and silently scurrying away, back into the darkness beyond Avernus's orb of conjured light.

Avernus released the magic sustaining the ball of light and let the darkness creep back into his cell. He took another gulp of water from one of the skins Leto had dropped off, before slowly reverting to his previous position, curled up in a fetal position, laying on his right side.

It was extremely fortunate for Avernus that Leto had been assigned as his caretaker upon his capture by the falmer. Her position was considered very lowly, and as Leto belonged to one of the lowest castes in Falmeri society, Avernus had learned, it was assigned to her. Unlike every other falmer that Avernus had encountered so far, Leto didn't treat him with hatred or violence. In fact, she was quite civil and very curious. At times, she even went out of her way to show him kindness, such as how she would bring him extra rations of food when she could get away with it, or simply converse with him, occasionally. One of the first things Avernus asked her was why he was kept prisoner and tortured by her comrades. He had been told that because he could speak their language (even if it was only in an ancient dialect, at first), the higher-ups in Leto's tribe decided to interrogate him for information on the surface world. Allegedly, despite Avernus's claims to the contrary, they also insisted that because he could speak Falmeri and was quite educated, he must be an important political leader, and that he's denying these charges in order to not be beaten and tortured. He supposed it made a bit of sense.

What surprised Avernus the most about Leto was that shortly after his capture, she had informed him of her plan to escape from her society and that she wanted him to join her. Avernus had learned that since she belonged to a very low caste in her society, Leto was often subjected to frequent abuse and mistreatment by members of superior castes. While she wasn't treated as badly as slaves or captives, she was definitely treated as "sub-falmer" by her peers. She had no particularly close friends and her family was dead, so what did she have to lose by running away and ingratiating herself within another society?

When she had mentioned this to Avernus, he had asked a rather stupid question: "You mean there are _other_ societies of falmer?" he had asked.

"Of course there are," Leto had replied in a tone that said _Of all the questions to ask, _this_ is the one you ask first?_

Looking back, Avernus did see how it was a stupid question. The surface-dwelling races had numerous, very diverse societies, so why wouldn't the Falmer, especially when their slavery at the hands of the Dwmer was such a widespread institution at the time when the first rebellions began?

The next question Avernus had asked was why they couldn't flee to the surface. Leto's was reply was that, quite simply, she had no idea where the lift to the surface was located, since she wasn't allowed anywhere near that area. Avernus couldn't guide them there either because the lift was located a fair distance away from where he was currently being held, and much of the route through which he was transported was shrouded in total darkness, so he didn't know where the lift was located either.

This meant that if he were to escape from his captivity, it would only be to flee even deeper into the cave system the Falmer lived in, which was apparently quite vast; he would never be able to return to the life he had on the surface. While this was an upsetting fact, he had come to this realization not long after his capture, and though it was still depressing, he found that it didn't sting as much this time around when discussing Leto's escape plan.

The plan was coming along quite nicely, so far. Leto had been able to provide Avernus with clean water without anyone else finding out, and because of this, his magic was quickly returning to full strength. She had also managed to pilfer weapons, clothes, food, water, and other vital supplies from their respective stores undetected. She would then return for him later tonight when everyone was asleep, and then they would finally abscond from her tribe's wretched lair.

The problem was where to abscond to. The underground world of the Falmer and the ancient Dwemer certainly wasn't as open as the surface world, but neither did it consist solely of a small number of scattered and isolated caves and ruins. Leto told Avernus that, from what she could tell, her tribe lived in a small part of a very extensive network of naturally occurring tunnels and passages, in addition to the ones made by the Dwemer, that linked many caverns and ruins and all eventually connected to one impossibly large cavern that served as the central hub of this network. Leto's tribe referred to this hub as Blackreach.

Scattered throughout this far-reaching network of caverns and tunnels and ruins were many bands and tribes of Falmer, some numbering as few as a dozen or so individuals and others containing up to a few hundred. The tribe that Leto (and Avernus, as a captive) belonged to was one of the larger types and, due to its significant size and overly-aggressive nature, was able to exert considerable influence over the surrounding portion of the tunnel system. But as large as Leto's tribe was, its influence still confined to only a very small portion of the far-reaching tunnel network, which was essentially the underground equivalent of backwoods country anyway when compared to the vastness of Blackreach. If Leto and Avernus could escape and make their way to Blackreach, then they might be able to find a different tribe of falmer to integrate themselves into. As difficult as it sounded, it was the best plan Leto could come up with, and Avernus didn't have any alternative suggestions.

Being educated in several universities and colleges across the Empire since his discharge from the legions, Avernus had considerable knowledge of magic and spell-craft. Leto would physically assist him with his ruined and crippled body, and Avernus would use his magic to deal with pursuers once they inevitably learn of his and Leto's disappearances.

Their plan was so close to being carried out; just a few more hours were all that stood between Avernus and freedom! His excitement made sleep a little more difficult to come to him than usual, but soon enough he fell into unconsciousness.

* * *

Avernus was jolted into wakefulness by a hand on his shoulder forcefully, but roughly, shaking him. His first reaction was to panic, thinking that we was about to be dragged into the small room where he was beaten and interrogated.

"Avernus, wake up," Leto whispered urgently to him.

Upon hearing her voice, Avernus quickly calmed down. Conjuring another orange ball of light, he saw that his cell door was open, and Leto was crouching over him with a satchel on her back. She had a pair of swords tucked into her belt, and between her back and the satchel were tucked a bow and a quiver of arrows. All her weapons were made of the hard, chitinous material that the Falmer seemed to prefer. He also noticed that in her other hand, she held his cane, which had been confiscated from him upon his capture. She had wrapped the tip of the cane in several layers of rags, most likely to muffle the tapping sound it makes upon contact with the stone. _Clever_, Avernus thought.

"Time to go," Leto announced. "Now's the perfect time. The son and daughter of two of the most powerful clans were just mated to each other and today was the first day of a huge celebration. Everyone's passed out now. Likely won't be up for a good while yet. Perfect time to go."

"Excellent! Help me up then, requested Avernus.

Leto grabbed Avernus under the arms and gently lifted him to his feet. While Avernus regained his balance, Leto passed him his cane and moved to his right to support him physically. Now that he was standing upright, Avernus realized that Leto was very tall. Currently, she looked to be at least half a head taller than him, possibly more, even; about the same height as the average Altmer female, he figured. He had never noticed just how tall she was before.

"Ready to go?" Leto inquired.

"Yes, but I'm afraid I can't move very fast," Avernus informed her.

"We'll have to do something about that. I want to make the most of their distracted, drunken partying," remarked Leto. "But for now it's fine. Leto's go."

With that, the odd duo set out. Their speed was limited by how fast Avernus could hobble along, though with Leto supporting him, he could move a little bit faster than he would otherwise be able to on his own. Avernus also had his floating ball of orange light follow him as he walked, allowing him to see where he was going. Since the rest of Leto's tribe was effectively blind just like her, he wasn't at all worried about the bright light alerting the rest of the tribe to their escape.

Slowly, Avernus and Leto made their way out of the Dwemer building that housed Avernus's cell and into the encompassing cavern. The orange glow of Avernus's conjured ball of light showed a couple other Dwemer buildings, but they looked to be in severe disrepair. The rest of the space in this section of the cavern was filled with Falmer tents and other structures cobbled together from a mix of natural rocks, scavenged rubble from Dwemer ruins, and that same hard, chitinous material used to make their weapons. These structures were sparsely distributed, which suggested to Avernus that this particular section of the cavern was located on the outskirts of the populated "urban" territory of Leto's tribe. Supporting this notion was the fact that there were very few other falmer present here, only a handful or so. Just as Leto said they would be, these falmer all seemed to be unconscious. Indeed, Avernus could even hear one snoring rather loudly.

Confident that no one would grow aware of their presence, the duo set off, Leto leading Avernus to one of the cave entrances toward the back of the cavern. Avernus hobbled along next to Leto, and as they travelled farther in, Avernus began to notice small amounts of luminescent fungi growing on the cavern walls and ceiling. The farther they progressed, the greater the amount of fungi appeared until, soon enough, the natural luminescence was strong enough for Avernus to see by it, as the cave passage was bathed in a soft teal glow.

Shortly after this point, the pair emerged into a small cavernous area, larger than the corridor-like caves, but not nearly as large as the massive cavern that housed his cell block. In the centre of this cavern was a pool of water, and, like the cave, the walls were covered in tendrils of luminescent fungi that reminded snaked along the walls in tendrils, reminding Avernus of the patterns of veins beneath the surface of one's skin. The surface of the pool was calm, and imperfectly reflected the vasculature-like tendrils of fungi on the cavern walls.

Leto began leading them toward the pool.

"There's a pool in this room," Leto informed Avernus, unaware that he could see this for himself.

"But why are we here?" queried Avernus.

"To wash our scents off, obviously," explained Leto. "Otherwise it'd be easy for them to track us."

"Oh. What kind of creature do you use for tracking?" Avernus wondered.

"Uh, _people_," Leto answered, as if he had asked something quite stupid that even a small child would know.

"Really?" Avernus exclaimed in disbelief. "That's…frightening, how powerful your people's sense of smell is."

"I like to think it's funny how non-existent _yours_ is," Leto countered, as she released Avernus's hand and walked to the edge of the pool, discarding her weapons and satchel as she made her way over.

"Fair enough," Avernus conceded.

Before he could say anything more, Avernus observed Leto begin to remove her clothes, right in front of him and completely unabashed. He knew it was because her people were blind, and that the only way to tell if another was nude or not would be to go up to them and feel their body, but Leto's actions still caught Avernus off-guard.

First, she removed her top, which was made of the same material as Avernus's rags and showed off her bare midriff. Next came her skirt, which was rather similar to Avernus's and consisted of two pieces of cloth (albeit in better condition than Avernus's rags) attached to a rope belt. She then tossed her clothing over to where she had left her weapons and satchel.

Leto stood completely naked, and, to his shame, Avernus was actually growing aroused and could feel himself hardening. But more than arousal, he was very intrigued by Leto's build and physique. The first thing Avernus noticed was how similar the shape and proportions of her body were to a woman of the surface-dwelling races (excluding her hands and feet). Her shoulders weren't very broad, about the same width as a typical Altmer woman her size, and her figure narrowed appreciatively toward the waist before flaring out again at her hips, just like a woman from the surface. This shouldn't have been surprising, but perhaps since their faces, at first glance, appeared almost monstrous, he had expected a more monstrous, less anthropic body shape from them.

Another thing Avernus noticed was her musculature. She was well built and more muscular than the majority of women from the surface, but at the same time, she wasn't excessively muscular. It wasn't so much that she had especially large muscles (they were only somewhat larger than normal), but rather that her combination of less body fat on average than surface women and her muscles being very well defined seemed to give the impression that she was well muscled. Yet, this in no way diminished her femininity of her build. If anything, Avernus found himself even more aroused, since he preferred well-built women over thin women. Actually, now that he thought of it, Leto's muscularity in proportion to her height was very similar to an Orsimer female. He wondered if this was because of the violent and war-like history of her tribe. He would imagine that if a violent society was small enough such that most, if not all, of its members had to fight to survive in it, then likely over many generations the people would grow larger and stronger than people from non-violent societies.

Despite the similarity of Leto's general body shape to a surface woman's, however, Leto's feet were larger proportionally, and her hands and fingers were also significantly longer, proportionately, as well. Furthermore, her skin was quite different as well. Unlike the surface races, Leto's skin had almost no colour to it, appearing as only a very light shade of grey with a very slight tint of pink. Her skin also appeared to be more translucent, as Avernus was able to see several major veins underneath on the inside of her thighs and upper arms, and it appeared thicker and tougher as well.

Avernus's eyes then drifted to Leto's rear end, where they lingered a moment until she slipped gracefully into the pool without making a splash, breaking the spell on Avernus.

Sighing, more in frustration with himself than anything, Avernus discarded his pitiful set of rags and hobbled over to the edge of the pool. As he approached, Leto, who was now entirely submerged, save for her head, turned around to face Avernus.

"Do you need help getting in?" she inquired.

"I'm fine, thanks," Avernus responded briefly.

Supporting his weight between his cane and his good leg, Avernus slowly and cautiously lowered himself to the ground, carefully pulling his ruined leg out of the way as he did so, until he was sitting with his legs hanging off the edge and dangling in the water.

Staring into the pool, Avernus realized that he could see his reflection in the surface of the water. He realized he hadn't seen his own reflection in several months, since before he embarked on his ill-fated expedition. He could see quite clearly the dark, greenish-grey hue of his Dunmeri skin and the blood red tint of his eyes. On his right shoulder, Avernus could see the insignia of the Imperial Legions that had been tattooed on, consisting of a stylized dragon with a head and tail extending up and down from the body respectively, and wings extending to the sides and shaped in such a manner that the dragon formed a diamond shape. Across his torso, there ran numerous scars and burn marks. Few were battle-scars from his days in the Legion; rather, most of his scars he received during his time as a prisoner of the Thalmor. The Falmer of Leto's tribe hadn't given him many marks, mostly preferring to beat him instead. He could make out several bruises on his torso, but those would heal in time. Across his face, there ran three diagonal scars. The top ran from his left temple down to the right side of his node, passing above his left eye. The middle ran from beside his left eye, passing _just_ below it, and running to his upper lip. The lower scar ran from just below his left cheekbone to his chin. These scars, the Falmer _had_ given him, when one of his interrogators got frustrated and slashed his clawed hand across his face. Avernus was lucky he didn't lose his eye. That and some bruises on his chest were the only things that had changed since his latest imprisonment.

Avernus, deciding it would be best to wash himself and leave as soon as possible, then used his arms to lower himself into the pool until he felt his feet contact the bottom. Once he was in, he began scrubbing his body with his hands, wiping away the dust and grime that had accumulated on his skin since he had been captured and shoved into that cell.

Just as he was finishing, he saw Leto climb out of the pool, produce a medium-sized piece of cloth from her bag, and begin to towel herself off with it before wrapping her hair up in it (some of it having gotten wet in the pool) and putting her clothes back on.

"Do you need any help getting out?" Leto asked.

"That would be nice," Avernus accepted. It would be trickier getting out of the pool on his own than it was getting in.

Walking over to the edge, Leto grasped Avernus by his wrists and pulled him out of the pool seemingly without effort, setting him down gently on the rock floor. Stooping, she then retrieved his cane for him to balance himself on.

"Sorry, I only have this one cloth," Leto said, referring to the cloth wrapping her hair up that she had dried herself with. "You're welcome to use it, but it's all wet and I'm not sure how much use it would be."

"Hmm. I think I might try something else, actually," mused Avernus as an idea came to him.

The crippled man then conjured forth flames to coat the palms of his hands, and applied the same protective magic that kept the skin of his hands from burning to the rest of his body. Next, he ran his hands all over his body and adopted a satisfied smirk when he found that the heat of the flames had evaporated all the water. Pleased with how his idea had worked, he then scooped up his rags and reattached them around his waist.

"What did you do?" inquired Leto, as she began re-equipping her weapons.

"I conjured flames and let their heat evaporate the water from my body," Avernus explained.

"How did you not burn yourself?" Leto asked. She was genuinely curious.

"More magic," answered Avernus. "Magic is, by its very nature, quite dangerous, and one of the first things to learn is how to manipulate it without injuring yourself."

"Interesting," Leto remarked. "But we should get going. I want to get as far away from here as we can before we have to rest."

"Agreed. Let's get moving," concurred Avernus.

Leto went to support Avernus and the two then set off. The orange ball of light, which had remained in a corner during their bath, adding its illumination to the natural luminescence of the fungi coating the walls, began to follow Avernus once more, shining its light through the passageways and illuminating them for Avernus to see where they were going.

On and on the pair walked, each step taking them farther away from Leto's tribe and closer to Blackreach.

* * *

**And there's the first chapter. Please take the time to leave a review. I'm eager to hear what you think. New readers, what were your first impressions? Old readers, does it match up to my first version so far? Thanks again for reading, and I'd love to hear your thoughts. **

**Also, in my profile, I've linked a picture that I like to think looks like Leto. I'll put it here too:  
**

** phantom61485 . deviantart art/Tolkien-s-Female-Orc-178634205 (Remove the spaces)**

**That's it for now. I hope you've enjoyed this chapter. Take care ^_^**


	2. Chapter II

**Here's Chapter II. **

**Not a lot of action in this chapter. Like the last chapter, the first part of this chapter starts off with a scene from the previous version of the story before turning away and steering into new territory. The main goal of the new content was to flesh out the underground caves of the Falmer. I like to think that all the liitle caves that falmer can be found in in Skyrim are connected to blackreach in an extensive tunnel netowrk. Otherwise it doesn't make much sense that falmer can be found in all these little caves across the country that are completely isolated from each other. So I decided that they would all be connected via tunnels and cavernous passages and that these passages would be similar to Blackreach in terms of natural features, excluding size and openness. Really, my entire story depends on this assumption. Also, as magnificent as Blackreach was in the game, its ecology, on which I'm basing the ecology of the tunnels connected the caves and runs of the Falmer, was sorely lacking and based on what the game presents us with, I really find it hard to believe that life would be able to thrive down there. So I decided to flesh it out a bit and expand upon it. **

**So this assumption and the expanded Blackreach ecology are two necessary points I needed to explain here for this chapter to make sense. Also, I went back into Chapter I and added a paragraph into the pool scene describing Avernus's appearance a bit and listing his race, since this wasn't done the first time around. **

**Anyway, on with the chapter!**

* * *

Avernus and Leto continued walking for what felt to Avernus like ages. They didn't talk much during their trek. A companionable silence had fallen between them and neither felt the need to disrupt it with meaningless conversation. But the longer they walked, the more intense the pain in Avernus's leg became. He usually had some form of pain in his ruined left leg. Usually it was a mild ache that he could ignore and forget about, but with all the walking that the pair had done since their bath, the pain had turned into a relentless, hot, throbbing ache that threatened to claw its way up out of his leg and into his lower abdomen. On top of this, he had kept stubbing the two remaining toes on his left food since he was only capable of dragging his crippled limb along the floor; actually lifting the leg caused needling pains in his quadricep.

"Can we stop for a little bit, Leto?" Avernus pleaded. "My leg is killing me. I need rest or I feel like I might collapse."

"That's fine, I guess. It would give us a chance to eat as well, but we can't stay too long," Leto replied.

Avernus then led the pair over to a large rock a couple metres away, wedged up against the cave wall. Like the rest of the cave walls, the rock had certain segments that glowed a soft blue and several tendrils of that luminescent, teal fungus growing on it. Avernus pulled himself up onto the rock and gently massaged the flesh of his mangled leg while Leto slipped the satchel off her back and began rummaging through its contents.

As Leto rooted around in her bag, Avernus thought he'd try a more difficult spell than a simple ball of light. It didn't necessarily require greater energy on his part, but rather it was more complicated in its execution. Silently, Avernus tapped into his inner pool of magicka and began to draw upon it in a controlled manner. Since he hadn't been held in captivity by Leto's tribe for very long like he had been with the Thalmor, his magical ability had recovered fairly quickly, and drawing upon his magicka was no more difficult than it had been prior to his capture. Next, he began weaving the magic he commanded into a spell until it produced the desired effect.

Leto noticed instantly, as was made evident when she suddenly bolted upright and began moving her head around to different positions, her long, pointed ears twitching ever so slightly the entire time. She was clearly alarmed.

"What happened?" she demanded somewhat frantically while grabbing Avernus's hand. "I can't hear the cave anymore."

"Magic," Avernus informed her. "I created a field of silence around this particular section of the cave. Sounds from outside will have much greater difficulty reaching us, but the sounds we make will also be very difficult to hear from outside."

Avernus was pleased with himself. For Leto to notice meant that his spell had worked. He couldn't detect any change in the volume of incoming sounds – he still heard nothing – but Leto's hearing was far more sensitive than his. Without vision to rely on, her other senses had sharpened significantly, and were no doubt _far_ more acute than Avernus's.

"But how can I hear whether or not someone's coming? A tracker could stumble right onto us before we even know he's there!"

"Unlikely," Avernus argued. "The fungus coating the rocks and walls, and part of the rocks themselves glow and provide enough light for me to see by, and even if they didn't, I can still create light with my magic. I'll be able to see someone coming long before they hear us."

"Oh. That's…actually pretty helpful then. Thanks," Leto replied. She then reached down and grabbed two small, wrapped bundles about the size of her fist and a water skin from her bag.

"Here. Food," she told Avernus as she handed him one of the bundles. He thanked her and took the proffered bundle, unwrapping it and examining the contents.

Most of the bundle consisted of various pieces of salted meat. One type looked like fish, but the rest, Avernus couldn't identify. The bundle also included several pieces of different fungi. One piece of fungus, Avernus noticed, glowed. He recognized that particular type of fungus instantly and he immediately discarded it. Glancing over to Leto, he found that she was just about to stuff a piece of that same glowing fungus into her mouth.

"Wait! Don't eat that," hissed Avernus as he shot out his arm and grabbed Leto's wrist before she could ingest the fungus.

"Why not?" challenged Leto. "This fungus has always been part of our diet."

"Because that fungus is toxic. It's what the Dwemer used to blind your ancestors and make slaves of them," explained Avernus. "It surely can't be good for you."

"And how do you know this?" countered Leto.

"Because I studied the ancient Falmer and Dwemer, and their history," replied Avernus. "The Dwemer left records detailing their subjugation of your ancestors, and they discussed that particular fungus in great detail. Look, I'm not trying to harm you, Leto; that would be detrimental to _both_ our interests. You've been a friend to me, and I only want to help you."

"Alright," Leto acquiesced after several moments of consideration and put down the piece of glowing fungus. "I'll trust you, Avernus."

The pair continued to eat their meals, occasionally making small talk about inconsequential things, but usually letting silence fill the air. The portions weren't very large so it didn't take long to finish, but Leto said they could sit and rest for a while longer, for which Avernus was very grateful. Once they finished their rations, Leto packed the wrapping back into her satchel and was careful to scour the rock they sat on and the ground around it for any bits of food they may have dropped. They couldn't afford to leave anything which her tribe could track them by, she had explained to Avernus.

"May I ask you something?" Avernus requested after Leto finished removing all evidence that they had been here.

"Sure," Leto replied, taking a seat next to Avernus and taking one of his hands into both of her own.

Avernus still wasn't entirely used to the gesture, and he found his attention momentarily drawn to the texture of Leto's skin and the sensation of the tips of her claws lightly pressing against his skin. He quickly recovered, though, and after only a fraction of a second, managed to voice his question. "Why is that you don't seem to share the views of your peers regarding the surface races, and myself in particular? You've treated me with nothing but kindness and civility since the moment we met, whereas the others have acted with hatred and violence towards me. I suppose I'm just curious why you seem so much more open-minded than the others in your tribe."

"That's a pretty blunt question," Leto replied, chuckling a little.

"I'm sorry if I-"

"Don't apologize, I'm not upset," interrupted Leto with another chuckle, clearly still amused. "We have legends and stories about the surface people, but I've just never believed any of them; they make no sense and sound like a load of skeever shit. The legends say you're all a bunch of evil, disgusting monsters of pure hatred that butchered our ancestors. You apparently slaughtered men and women, old men and children, and destroyed our society and drove us underground. The legends say that all you can possibly do is kill and wreck and destroy things. And I swear I'm not laying it on thick for you; the stories really say things like that."

"As ridiculous as those stories are, one part of the surface world has stories just like that about your people, so this isn't surprising," Avernus replied.

"But like you said, they're still ridiculous," Leto continued. "They make no sense. For example, why were our ancestors defeated in the first place if we were so mighty and powerful like the stories say? Or if you monsters were so evil, why didn't you follow us underground? If I ask where you came from, I'm told you always existed. Next I ask, if you had always existed and exist only to destroy, then how had we become great and powerful in the first place. There's never an answer to that, and there are never _any_ answers that are satisfying."

"Since no one could answer my questions, I began to doubt whether the stories were true at all. Surely you 'monsters' couldn't _really _be entirely evil like the stories say, and the more I thought about it, the more ridiculous the idea seemed to me. Since when was _anything _entirely evil? Since when was anything _entirely _one thing at all? My people certainly aren't entirely _good_, like we like to say we are. Why, then, is there a caste system where the lower castes are treated with abuse and generally shat on by everyone else?"

"Those are all very good questions," acknowledged Avernus. "I'm curious though; what made you start asking them rather than accept the answers you were given?"

"I guess that would be my dad," answered Leto. "He was from a warrior caste, but he mated himself to my mom, who was from a much lower caste. His family disowned him for it, but he said he loved my mom more than the rest of his family, so it was worth it. He never really cared for tradition, and taught me that just because ideas or ways of thinking have been around for a while doesn't mean they're any good."

"Your father sounds like an interesting man," remarked Avernus.

"He was," Leto wistfully replied.

"Was?" inquired Avernus, remarking on her choice of words.

"Yeah. He's been dead for a while now," Leto bluntly answered.

"I'm sorry to hear that," said Avernus. "May I ask how he died?"

"A while ago, there was a deadly disease spreading through our clan," explained Leto. "My dad and I didn't get sick, but my mom did. Eventually, we found out a way to treat the sickness, but the lower castes weren't allowed to have any of the medicine. After lots of complaining, my dad decided to steal some for my mom. He was caught and executed for it, and my mom died soon after from the disease."

"I'm so sorry, Leto. I can't even begin to imagine what that must have felt like to you." Avernus was at a loss for words. While he had experienced cruelty from Leto's tribe, as an outsider, when they interrogated him and beat him senseless, he didn't expect that they also turned such animosity against one another.

"Well…" Leto started, but trailed off. She had quickly gone from being eager to share her thoughts and opinions to being sullen and more withdrawn. Though her parents had died a long time ago, she had loved them both dearly, and their loss still hurt. "They've been gone for a while now, and I've gotten used to them not being here," she said quietly.

"Anyway, we should get going," declared Leto after a moment, regaining her confident assertiveness that Avernus had come to associate her with. She released Avernus's hand that she had been holding throughout their conversation and hopped off the rock they were using as bench. While Leto gathered her bag and weapons, Avernus unravelled the spell of silence he had cast and carefully pushed himself off the rock, relying on his cane to right himself. Leto was soon at his side supporting him, and the two set off through the caves once more.

As they walked, Avernus noticed that in some sections of the tunnels, the walls, floor, and ceiling would be extensively coated in tendrils of strange glowing fungi in addition to having veins of some sort of blue, glowing mineral interspersed throughout the rock. In other sections, the tunnels were devoid of luminescent material, forcing Avernus to rely on his conjured ball of light in order to see.

Avernus also noticed that the floor of the tunnels wasn't always composed of solid rock. Whenever they passed through a section of tunnel where there was abundant fungal growth, the rock of the tunnel floor was often broken down into a layer of pebbles and smaller rocks. Sometimes, where there was particularly dense fungal growth, there was even small bit of clay coating the floor.

The forms of life present were also more varied than he had previously assumed. There seemed to be a multitude of different types of fungi that coated the walls of the tunnels. Some were luminescent and lit the tunnels with their soft light, while others were not. Some types grew only on the floors of the tunnel, while other types grew only on the walls, and still other grew everywhere. Some fungi were light blue, and others were white or grey, and some were a mixture of colours.

Fungi weren't even the only type of life that Avernus had seen thriving. A couple times, he had seen little insects swarming over the tendrils of fungi in what appeared to be an unordered, chaotic manner, carrying little bits of what Avernus assumed were food. Once or twice, he had even seen a small, rat-like creature scurry along the ground. They were about the same size as a small rat from the surface, had completely white fur and skin, and had no eyes. Unlike the Falmer whose eyelids had simply swollen shut over eyes that were very clearly present within their sockets, these little creatures had completely smooth, flat skin over where the eyes of a rat from the surface would be located. It was quite a bizarre sight.

Avernus was truly surprised by the diversity of the environment in these tunnels. He had thought that the caves that Leto's people lived in were simply empty passages of rock and nothing else, and he had a hard time seeing how the Falmer could survive down here, but now he was beginning to see how their lives were accommodated. Though not nearly as diverse and frequent as on the surface, life was still very much present in these cave systems and seemed to be doing fairly well.

After what seemed like hours of walking, Avernus's feet started to ache. His five remaining toes in particular were hurting from all the times he kept stubbing them into the hard, uneven rock floor of the empty tunnels. He inquired if they would be able to stop again briefly, and Leto told him that they were coming to a place where they'd be able to rest, but he'd just have to bear it for a little while longer.

Eventually, the two had arrived at the most amazing section of tunnel that Avernus had seen yet. The passage was large and cavernous, but its most distinguishing feature was an actual river running through the centre of it! The river was perhaps twenty metres across, and was contained by banks of clay, gravel and sand from what Avernus could tell. Leto started leading him towards the river.

Out of all passages and tunnels that Leto had led Avernus through so far, this large, cavernous passage easily had the most abundant and densely-growing forms of life Avernus had seen, no doubt due to the river flowing through it. Every variety of fungus that Avernus had previously seen, plus additional species that he hadn't yet encountered, thrived in this cavern and produced so much light that Avernus's orb of orange light wasn't necessary for him to see. Closer to the banks of the river, the fungi were growing so well that they were able to sprout long, thin mushrooms that were as tall as watchtowers and had thin, luminescent tendrils hanging down from their caps.

What surprised Avernus the most about this place was that, for the first time since he'd set foot in this cave system, he saw actual _plants_ growing close to the shore of the river. Within the academic circles of the surface, it was commonly accepted knowledge that plants required sunlight to grow, and so he wasn't surprised when he never encountered any plants underground thus far. However, this completely surprised him.

Upon closer examination, Avernus noticed that none of the plants exhibited any of the green colouration found in virtually every plant on the surface. Instead, the plants either lacked any colour whatsoever, appearing as an off-white colour, or were coloured varying shades of pink, red, and crimson. Another thing Avernus noticed about the plants was that they either had no leaves at all, or their leaves were shrivelled and wrapped around their stems. The white plants with shrivelled leaves in particular looked almost sickly to Avernus, due to their unusual traits. Perhaps the most curious observation Avernus noted about the plants was that they seemed to grow only in areas with thick, dense fungal growth covering the ground. Indeed, looking more closely, Avernus saw a plant root or two poking out from a tangle of fungal growth here and there. He wondered, did the fungi serve the same purpose as soil on the surface in regards to plant growth? Did the plants parasitize the fungi and steal nutrients from them? These plants were most curious.

In addition to all the plants and fungi, faunal life was present as well. There were the same little insects swarming around certain fungi and plants that Avernus had seen earlier, and the same eyeless rat-like creatures scurried here and there too. There were a couple new animals as well, such as a lizard, also white and eyeless, that was about half as long as Avernus's forearm. He even saw a couple flying insects buzzing around here and there. They mostly tended to the flowers of the strange plants, which, now that Avernus thought about it, had quite pungent scents.

"This place is remarkable," Avernus mused out loud. Leto, who had since disentangled herself from Avernus and was wading into the edge of the river, stopped and turned back to him.

"Why's that?" she asked in confusion, tilting her head slightly to the side in a manner that Avernus found endearing for some strange reason.

"I'm surprised at how full of life this cave is. It even has a _river_ running through it. It's amazing."

Leto snorted. "How do you think people lived down here? You think we ate rocks or something?" she asked. Avernus was thankful that there was clear amusement in her tone, and that she didn't sound the least bit offended.

"Not at all," responded Avernus with a chuckle. "But to be honest, I _did_ wonder how you managed to live down here. I didn't think it was possible for such a diverse array of life to flourish in these caves. Every other cave I've visited over the years has been completely barren, save for creatures that use them only as temporary homes."

"Well to me, the idea of life outside of caves like this is as weird to me as I'm sure these caves are weird for you," countered Leto.

"I'm sure it is," agreed Avernus.

"Anyway, I'm going to bathe again, and then see if I can catch some dinner," announced Leto, changing the subject to more practical matters. "You need to bathe again too. We need to leave as little of our scents here as possible."

With that, Leto discarded her weapons and bag near the base of the trunk of the watchtower-sized mushrooms. Once again, she stripped naked right in front of Avernus, and once again, Avernus's eyes were drawn to her body, locked on the sway of her hips and the movement of her backside as she sauntered over to the edge of the river. Aside from her tough, pallid skin, her lower body was so similar to a surface-dwelling woman's. And she was just so…shapely!

Leto waded into the river until she was submerged up to her waist, allowing Avernus to regain his wits and focus on his own tasks. _You're pathetic, Avernus_, he mentally berated himself, again frustrated that his first reaction to Leto's unclothed body was lust before anything else. He sighed and forced himself to worry about more important matters.

Before he disrobed to bathe, however, Avernus once more weaved his magic into a spell that created a barrier of silence around him and Leto. He found that it was easier and quicker to perform now than it was just earlier today, and was excited at how quickly his magic was returning. He also noticed that while Leto flinched once the spell was cast, she didn't question him about it and otherwise went about her washing as if nothing had happened.

Next, Avernus hobbled over to the edge of the river, discarded his rags and his cane, lowered himself to the ground, and awkwardly crawled forward until the water was up to his navel while sitting upright. The river's water was significantly colder than the little pool he and Leto had first bathed in, so Avernus preferred not to submerge himself more than necessary. He was also worried that, were he to move too far into the river, the current would carry him away. Now that his left leg was crippled and useless, he wasn't nearly as good a swimmer as he was before the Thalmor mutilated him.

Once Avernus finished washing himself, he crawled back out of the river, dried himself off by wiping his body with magically conjured flames, and donned his rags. Leto had said that she was going to catch them dinner. Did that she mean she would go fishing in the river? Did she even pack fishing supplies? Avernus was curious about how she would go about getting their dinner.

Looking back to Leto, Avernus saw that Leto seemed to have finished washing and had moved closer to the shore, as the water now came up to just past her knees. She was facing in the opposite direction the river current ran in, and had adopted a stance where her legs were set far apart with her left leg out in front and her right leg behind her, as if she were getting ready to fist-fight someone. She was stooped over and had her arms dangling in the river in front of her. She seemed to be waiting for something.

Suddenly, Leto jerked, twisting and thrusting her arm deeper into the water, as if she meant to catch something swimming by. _How interesting,_ Avernus thought. Was this how her people fished? He imagined that, without sight, fishing with one's hands would be substantially more difficult than it already would be without equipment.

A look of frustration passed across Leto's face, and she returned to her original position. She must not have caught anything then. Avernus continued watching in fascination. Several moments later, Leto made another lunge and this time, she held a writhing, pinkish-white, eyeless fish in her claws, struggling to free itself from her grasp.

"Gotcha!" crowed Leto excitedly before she tossed the fish onto the shore, several feet away from Avernus, who watched it bounce and flop around as it gasped for water. After several moments, the fish's jumps and flops grew smaller and smaller, until they finally stopped altogether. Avernus then turned his attention back to his companion.

Leto had resumed her original position, hunched over with her arms dangling in the water, and waited for another potential meal to swim by. This time, she had to wait longer for something to swim by. As more time went by, she would shift from her position, stretch, or move around a little before returning to her hunched over position in preparation for something to swim by.

Avernus, meanwhile, grew bored of watching Leto and returned his attention to the fish she had caught. Currently, he was wondering how they would cook it. Avernus was pretty sure Leto didn't bring any supplies that could be used to make a spit, and there didn't appear to be any good fuel for burning. Live plants and fungi didn't burn well, and there was almost no dead and dried up plant and fungal matter to burn. What little there was would be consumed in perhaps a couple minutes at the longest.

Avernus was jolted from his thoughts by a shriek from Leto. Startled, he turned his head to see what had happened, and found Leto kneeling in the river and thrashing around, her sharp, pointed teeth bared in a savage snarl as she wrestled with whatever was currently giving her trouble beneath the water. Avernus's first instinct was to get up and rush to her aid, but his crippled leg prevented that. Instead, he his magical energy and prepared to lift Leto out of the water via telekinesis, should she require it.

"Leto!" Avernus shouted. "Do you need any help?"

"No!" she shouted back while she continued wrestling with her aquatic opponent.

A moment later, she stopped struggling and stood up straight, with a huge grin on her face. Clutched in her right hand was what Avernus recognized as a slaughterfish! She was gripping it in a manner such that her clawed fingers ripped their way through the carnivorous fish's flesh and were lodged deep inside its body. Blood dripped down her hand as the slaughterfish's death throes ceased and Leto swaggered victoriously back towards Avernus.

There was something particularly primal about the sight of Leto holding a bloody kill and strutting towards him completely naked. Her powerful, muscled body, her sharp claws and pointed teeth, and the bloody, dripping fish impaled on her claws revealed a harsh, savage nature that complemented her nakedness so perfectly that Avernus couldn't help but grow hopelessly and shamefully aroused as he watched her body move toward him. His eyes made quick little movements as he took in every detail of Leto's body; the sway of her hips, the slight bounce of her breasts, the way the bloody slaughterfish dangled in her iron grip, everything. He couldn't look away. _This will take some getting used to,_ he thought with a small amount of frustration.

"We'll be eating very well tonight," Leto declared excitedly as she dropped the dead slaughterfish in a bloody heap in front of Avernus and sat down only a few feet across from him. "None of that dried, preserved crap for dinner, no sir! We get meat fresh from the source!"

"I'll split the slaughterfish with you fifty-fifty. You can have all of the other fish for yourself though. After being nearly starved since your capture, you need it more than me," offered Leto as she sunk her claws into the slaughterfish's carcass and began skinning it.

"Thanks. How will we cook the fish though?" inquired Avernus.

"We're not _cooking_ the meat," declared Leto, as if Avernus had suggested something quite stupid.

"What? Why not?" asked Avernus, alarmed at the prospect of eating raw meat.

"Mainly because it'll make a very strong smell that's really easy to track. We might as well run back to the tribe and _ask_ them to kill us if we do that," explained Leto. "Also, cooking fish just completely ruins it, in every way." Leto then scrunched her facial features into a grimace as if she were imagining eating something quite disgusting.

"_Raw_ fish? That's… quite unappetizing, to put it as politely as I can,"Avernus croaked out.

"Fine. Don't eat any dinner then," Leto retorted dismissively as she went back to skinning the slaughterfish. She had ripped the skin in a lengthways manner running down the slaughterfish's spine in such a manner that when she separated the fish entirely from its skin, she used the skin as a kind of soft, roughly rectangular plate to lay the fish down on, rather than putting it directly on the clay floor.

"I can't have any of the food in your bag?" asked Avernus.

"No! We need that," Leto firmly answered. "That stuff keeps for a while. We might need it if we pass through an area where I can't hunt or fish. Wasting our rations here when I can get us fresh meat would be dumb."

Avernus could see Leto's reasoning, and as revolting as the thought of eating raw meat was, he had to agree with her logic.

"Fine, fine," he sighed in resignation. He really didn't want to eat anything _raw_, but at the same time, he didn't want to go hungry.

Leto began tearing meat off the carcass of the slaughterfish and sorting it into two piles on the skin, one for her and one for Avernus. Just the _idea_ of eating anything raw was disgusting and the knowledge that he would be eating that raw fish in front of him was enough to kill the arousal that Leto had evoked in him just moments earlier.

Sighing once more in defeat, Avernus picked up one of the pieces of slaughterfish meat that Leto had set aside for him and brought it to his mouth. It was quite chewy, more than he would have liked, but he supposed that that was to be expected from uncooked meat. What surprised him most, however, was that it didn't taste half as bad as he had expected. There wasn't a whole lot of flavour to the slaughterfish (though there was never much flavour when it was cooked either) but what was present was unexpectedly palatable. Another thing that Avernus noticed about the raw fish was that, unlike a lot of cooked fish, it certainly wasn't dry in his mouth, which meant it went down a considerably smoother than a lot of cooked fish. On the whole, the raw slaughterfish would take a bit of getting used to, but Avernus was pleasantly surprised.

Piece by piece, Avernus ate the bits of slaughterfish that Leto set out for him. Once that was finished, Leto skinned and ripped up the other little fish, which Avernus insisted they share; as hungry as he was and as surprisingly palatable as uncooked fish was, he still wasn't used to eating it. Leto didn't object much and ate whatever Avernus didn't.

Truthfully, Avernus was a little concerned that the raw fish would make him sick. So far, he felt fine, but there was still plenty of time for him to grow ill. He supposed that if he spontaneously shat himself in the next day or so, he'd have his answer.

Since a meal of only meat was poor and unbalanced, Leto foraged around and managed to bring back several mushrooms and pieces of edible fungi, and even a handful of nuts. Water wasn't an issue either, as they were able to drink as much as they wanted and replenish their skins from the river. For the first time in weeks, Avernus ate well.

After their dinner, Leto re-clothed herself and lay down on a bed of fungal growth. She explained that they would keep watch in shifts during the "night" and that Avernus would get first watch. Since Avernus had a very poor sense of the passage of time underground, they decided that he would wake Leto so she could take her watch once fatigue kept him from keeping alert. Avernus's poor sense of time underground was also the reason that Leto would take the last watch. She would be able to tell how much time had passed when Avernus was to wake her, and she would know when they had spent enough time sleeping and needed to move on. If Avernus were to take the second watch, he might wake her up too early or too late since he had a poor sense of time underground.

With their watch shifts sorted out, Avernus left Leto alone and let her succumb to sleep. He sat down at the base of a giant mushroom next to where Leto was sleeping, propped himself up against the trunk and settled in to keep watch, preparing for a long, boring night.

* * *

**There you go. I hope you enjoyed this chapter. The third chapter might take a little while since I still have to plan a good deal of it out. If anyone has any suggestions or ideas for events to take place during Avernus and leto's journey to Blackreach, I'd be glad to hear them. That part of the story is perhaps the least planned part, but once our characters actually get to Blackreach, I'll have much more solid plans for them.**

**Also, old time readers: there's a poll in my profile about the smut chapters in the last verion. Go take a look if you haven't already.**

**That's it for now. I'd love to know what you think and would very much appreciate it if you took the time to send me your thoughts in a review. Thanks for reading, and I hope you enjoyed this chapter. Take care ^_^**


	3. Chapter III

**Here's Chapter III, after nearly two months. Sorry for the wait. I don't really have much of an excuse. I had some family issues toward the end of summer and just couldn't get into the mood to write, and then I got burried beneath assloads of work at university. But I'll stop whining now. Oh also, that poll I told you about in the Author's note at the end of Chapter II? That's done now. You can check out the results on my profile if you'd like (or if you even remember). **

**Anyway, on with the chapter!**

* * *

Avernus's watch the previous night had been quite uneventful. When his eyelids became so heavy that he found himself increasingly frequently closing his eyes and resting for a minute at a time, he had woken Leto for her turn to take watch. He had then unravelled the magical field of silence he had cast on the area earlier before turning in, falling asleep almost as soon as his head hit the fungal growth that Leto had used as a bed.

Avernus had woken the next morning to Leto gently shaking him. While he had slept, she had prepared breakfast, consisting of more fish and mushrooms and a couple nuts. She had already eaten while Avernus was sleeping, and after he finished his breakfast, the two gathered up their belongings and set out, this time following the banks of the river. This concerned Avernus.

"Won't we be more likely to have an encounter with other falmer if we're walking along the river, it being a major source of water and life?" Avernus had enquired.

"Maybe," Leto had conceded. "But this far away from my tribe's area, I don't know the caves that well. I know that the river flows away from Blackreach, so that's enough for now. Also, I don't want to abandon our source of food and water so soon. I don't know how long it will take to get to Blackreach and if we start using our rations now, we might run out before we reach it. I don't have the ingredients to make more, so unless we can take someone else's along the way, we have to make ours last as long as possible."

"Alright, fair enough," conceded Avernus. "But what if we encounter another party? Wouldn't that jeopardize our journey? I don't imagine a runaway falmer woman leading a lame surface-dweller is an especially common occurrence. Wouldn't your tribe catch wind of our escape sooner?"

"That depends," answered Leto, "If they're from a tribe that's enemies with mine, then they have no reason to tell the trackers about us. They'd probably try and kill them instead."

"And if they're from a tribe that's friendly with yours?" Avernus asked.

"Then we kill them and dump their bodies in the river," came Leto's answer.

"Won't that alert their tribes to our presence once they notice their missing members?"

"Not really," replied Leto. "There're _always_ feuds or wars going on between tribes around here and like you said, a runaway leading a crippled surfacer is about as rare as it gets around here."

Avernus hummed and didn't ask any further questions. He still had his doubts over whether such actions would keep them safe and avoid having their trail picked up, but he didn't really have any better suggestions, so he kept quiet and hobbled along after Leto.

This far away from her tribe's territory, Leto was unfamiliar with the terrain and had adopted a low-set, hunched over posture that allowed her to walk on all fours, using her hands to provide stability and judge the terrain, allowing her to adjust herself as necessary. The whole sight was somewhat unsettling, since, when taken with Leto's fishing methods and preference for raw meat, Avernus was reminded of wolves, feral dogs, and other vicious, predatory beasts. However, he could see that such a gait allowed Leto to move more quickly than she would if she were walking on just two feet, where she would have to be much more careful in her footing. Avernus, however, having the benefit of light and working eyes, was able to simply look at the terrain and adjust his footing as necessary.

Leto lead Avernus along the banks of the river like this for a good, long part of the day. Occasionally, they would stop to allow Avernus to rest and catch his breath, and during these times, Leto would roll back on her heels with her hands resting on the ground in front of her, almost like a frog, Avernus though with mild amusement.

Twice during the day, after the pair had been walking for a while without any breaks, Leto had stopped them so that they could collect mushrooms and fish for their meals, and bathe to keep their scent off. Both of these times were like the previous day: Avernus and Leto would bathe, Leto would fish, and then skin her catch, rip it up, and eat it, all the while completely naked, which, to Avernus's shame, never failed to arouse him. He understood _why_ Leto was like this; not having sight, nudity likely wasn't anything unusual in Leto's culture. Avernus didn't want to ask her to change her behaviour because of his own problem, so he tried his best to simply ignore it. He found that sitting so that he faced away from Leto helped somewhat, but he was still failing at not getting aroused. Apparently, Leto was aware of Avernus's predicament and decided to remark upon it during dinner that day.

"So," she began, setting down a couple bones she had picked clean of meat on the fish's skin in front of her. There was a mildly amused tone in her voice that Avernus picked up on, and he wondered what she was about to say. "Having naughty thoughts, are we?" she asked with a toothy grin.

Avernus certainly hadn't been expecting _that._ Avernus was caught so off-guard that for a moment, all he could do was gape like an idiot, his mouth hanging open but no sound coming out. It wasn't until a few moments later that he regained his voice. "I…I'm sorry, _what?" _he asked, bewildered at what Leto was asking and fearful that she might be aware of his arousal somehow.

"You're horny," declared Leto in a sing-song voice, seemingly still amused. "I can smell it on you. Maybe you don't know since you have almost no sense of smell, but your body makes a certain scent when you get aroused. I've smelt it every time we stop and rest. You like to think about sex a lot, don't you?"

"It's hard _not_ to when you prance around naked all the time," snapped Avernus. He was quite embarrassed that Leto had so easily managed to discern his arousal, and this made him defensive. "Isn't that an awfully intrusive subject to inquire about?"

"Maybe, but we're stuck with each other and I'm sure we'll start depending on each other even more as we travel. Might as well get to know you better," Leto reasoned peculiarly. "Besides, I'm curious: why does being naked turn you on if you're not feeling me?"

As uncomfortable a subject as this was, Avernus was thankful that Leto wasn't upset, at least. Indeed, he was surprised at how curious she was, almost… childlike, he wanted to say, but that wasn't quite the right word. Being from a very low caste, Leto's experiences had stripped away any naiveté and innocence she might have otherwise possessed.

"Because I can _see,_" answered Avernus. "I don't need to touch you in order to learn the shape of your body. All I have to do is turn my head in your direction, and I can tell all the curves and angles and dimensions of your body. In this sense, sight and vision are, for me, sort of like feeling for you, but at a distance. Now, if you'll imagine if, for the entire time from when you disrobe and start fishing until you re-clothe yourself, you had your hand on my genitals, you'll have some idea of what being able to see your nakedness is like for me."

"Oh," came Leto's curt reply. From where he was seated, Avernus could see the blood rushing to her face from embarrassment, colouring her cheeks a reddish-pink shade. "Well, can't say that's what I thought I'd hear."

"I'm sorry for embarrassing you," apologized Avernus.

"No, don't be sorry," Leto assured him. "Better I find this out now instead of later. Do you want me to put my clothes back on?"

"Do whatever makes you most comfortable. I don't want to make you do something you'd rather not because of my own issues," replied Avernus.

"Okay," said Leto. A moment later, she bared her teeth in a cheeky grin. "And if I decide I like being naked?"

"I'm sure I'll get used to it after enough time," sighed Avernus. "But until then, you might need to start giving me some alone-time," he retorted.

"_Alone-time_?" asked Leto, a false tone of innocence and curiosity in her voice. "Why ever would you need _that_?" she asked sweetly, pretending not to know.

"_Really?"_ Avernus asked in exasperation. Leto just cackled in response. Sighing, Avernus continued to eat his meal, turning once more so that he was facing away from his naked companion, and ate in awkward silence.

Sometime later, Avernus heard Leto standing up and when he turned to look back at her, saw that she had dried off and was now re-clothing herself. Avernus was thankful for this, but chose not to comment on it. He was about to get up and search for a giant mushroom he could sit with his back to and start his watch shift, but before he could rise, Leto returned and sat down in front of him.

"Can I ask you something?" she asked.

"Since when do you want my permission to ask me things?" snorted Avernus.

"I'll take that as a 'yes,'" grinned Leto. "How do you see?"

"What?"

"How does seeing work? What do you use? Why can't I see?" came Leto's barrage of questions.

"Give me your hand and I'll show you," Avernus told her, and she complied by holding her left hand out, palm down. Avernus grabbed her hand with both of his and brought it to his face.

"This is my face," he said before closing his eyes and resting Leto's hand palm-down on his face. He waited for a moment as she spread her fingers out to familiarize herself with the shape of his face before he moved her hand down and spread her fingers out so that the ends of her index and middle fingers, just before where he claws started, rested against his now closed eyelids.

"These," he said as he lightly pushed against her index and middle fingers, "are my eyelids. Notice how they're thinner and not as swollen as yours?"

"Yes," answered Leto, intrigued by Avernus's face.

"This lets me retract my eyelids, and beneath them are my eyes. I can move my eyes around, like this," explained Avernus before moving his eyes around beneath his still-closed eyelids for Leto to feel, "and when light, reflected from the environment, falls on the front of my eyes, it forms an image that I can see, like the image that you make in your head when you feel things, except it's automatic, clearer and much more detailed. Make sense?"

"Yes," confirmed Leto. "Fascinating."

"Now feel your eyelids," Avernus instructed as he removed Leto's hand from his face. "See how they're thicker and more swollen than mine?"

Leto did as Avernus instructed and put her hand on her face, resting her fingers over her eyelids in the same manner that she had felt Avernus's.

"Actually, they don't feel as puffy as they normally do," remarked Leto. "But they're still puffier than yours."

"Really?" Avernus asked, intrigued by the change. "That's good! You can't see because your eyelids are too swollen and inflamed in order to retract, and so no light falls on your eyes. This is caused by the effects of that fungus I told you to stop eating yesterday. But if the inflammation in your eyelids seems to be going down, then maybe your blindness can be reversed."

"So I could actually _see_, like you?" Asked Leto, her voice filled with barely contained excitement.

"I can't know for certain," replied Avernus, "But if the inflammation in your eyelids continues to decrease enough for you to be able to open your eyes and your eyes themselves aren't damaged or underdeveloped, then it seems very possible."

"That's… that would be… I can`t even describe how fantastic that would be!" Leto very excitedly exclaimed.

"Well, there's a _chance_ you'll be able to see," elaborated Avernus. "It's far from a certainty at this point."

"Oh don't be such a killjoy. I already know that," whined Leto.

"I just don't want you to get disappointed if you don't eventually gain sight," clarified Avernus.

"Well if I don't, then I won't've _lost_ anything either. It'll be just the same as it's always been, and I've gotten along fine like that, so there's no reason to worry," came Leto's response.

"That's a good outlook to have," Avernus commented.

"Well, when you're born to the caste that gets shat on by all the others, you learn to look for the upside of things," Leto remarked pensively. Avernus didn't know quite how to reply to that. While he was aware that Leto wasn't treated well by her compatriots, he didn't know the nature or the extent of the abuse levelled her way. Furthermore, he had never been the focus of particularly malevolent discrimination during his life in Cyrodiil, so even if he _did_ know the specifics of the treatment received by Leto, he doubted he'd be able to relate much, unfortunately.

"Anyway," Leto continued before Avernus had a chance to say something dumb, "I'm gonna turn in and get some rest. We'll handle keeping watch like we did last night. Just wake me when you start nodding off and I'll take my shift."

"Alright. Goodnight, Leto. Sleep well," bade Avernus as Leto rose to find a more comfortable spot to sleep.

He too rose, looking for something suitable to prop himself up against while he kept watch for long, boring hours. After limping around for a bit, Avernus settled on a particularly soft patch of ground at the base of a solitary boulder covered in fungal growth and even a bit of moss. Settling himself down with his back against a relatively flat section of the boulder, Avernus began another night of keeping watch.

The first thing Avernus did was to conjure a bright orb of light over his head, further illuminating the strip of tunnel that he and Leto were occupying. Normally, he would never do such a thing, since the light would act like beacon, drawing needless attention to his position, but since the Falmer lacked sight and apparently hadn't discovered a means to restore their vision, this posed little threat, aside from perhaps drawing smaller creatures toward their position. However, this was easily dealt with by Avernus as he erected another set of magical defenses. This time, he created a ward that induced an instinctive level of fear in any creature that approached the perimeter. This would ensure that the any creatures that his light managed to attract would be too frightened to bother him, and any particularly brave creatures that weren't deterred by the ward, Avernus would get to deal with personally.

Now that his added protections were erected, Avernus sat back and began methodically sweeping his gaze over the tunnel. As with last night, however, it wasn't very long before he grew bored, and with nothing else to do, his thoughts began to wander. The topic that he thought most about was their destination, Blackreach. How would they get there? What would they do when they got there? What were the people like there? Were there Dwemer ruins with elevators to the surface there? Would he ever even _see_ the surface again? So many questions flooded his mind, and with no answers to any of them, he assumed the worst.

It was quite possible that he never _would_ see the surface again. Maybe he'd be stuck underground for the rest of his life, and at, for elves, the very young age of forty-nine years of age, it would be a _long_ life indeed. A long life without his friends and family and filled instead with the vicious, primitive Falmer. That was a depressing and frightening thought.

Or maybe he should follow Leto's example and look to the positive side of things. In a place as large as Blackreach apparently was, it seemed unlikely that the Dwemer would _not_ have built a city in it, so it probably _would_ contain an elevator to the surface. All Avernus had to do was be patient, and eventually he and Leto would reach it. Then he could travel to the surface and return to his life at the university in the Imperial City.

But this led to another train of thought: how long would it take to find this elevator? It had already been a month since his expedition team was ambushed and killed, Avernus had estimated, possibly longer, which meant that the last status report that Avernus had written was sent even earlier. Given the travel time from the excavation site in the Jerall Mountains to the Imperial city, the University probably had just recently received the last status report. It wouldn't be for another two or three weeks that they would realize that contact with his team had been lost, Avernus reasoned. Then, Skyrim and Cyrodiil authorities will most likely be notified and a search sent out, but by the time they finally finish organizing the search, they would have realized that it would have been well over a month since something happened to Avernus and his team, and they probably wouldn't have much hope and so wouldn't search very long either. But even if they _did _perform a thorough search, Avernus realized, they _still_ would most likely not find him since the hypothetical elevator in Blackreach would be located some distance away from the excavation site and he doubted that the search parties would be combing over an entire hold for a handful of scholars. So a search was nearly certain to result in a negative finding, and so Avernus would be reported as dead.

What would _that_ mean, he wondered. His mother would be devastated, he realized, but that would only be temporary, since he'd make his way back home and be reunited with her. No permanent damage done. No, Avernus was more concerned with his position at the University. Would the University replace him with someone else as soon as they confirmed his death? Would they be willing to rehire him, or would they be unwilling to fire his replacement so soon after hiring them? What if he couldn't get his position back at the University? His position as a faculty member at the University was his only source of income. The only other skills he had were as an officer in the Legions, but the Thalmor had made sure that he would never again be a part of any military organization. Would he have to move back in with his mother?

_Gods-dammit, Avernus, just _stop_ thinking since you clearly can't think of anything that _doesn't_ send you into a panic,_ he mentally berated himself.

Sighing, Avernus refocused on watching his surroundings. He forced himself to concentrate on the task at hand, and ignore all other thoughts. Time seemed to pass achingly slowly and his boredom steadily grew, but he was able to ignore it. If there was anything useful that he learned from his time in the Legions that he could still make use of, it was discipline.

Painfully slowly time seemed to pass, but it passed nonetheless, and Avernus eventually found that fatigue setting in was causing his attention to waver. Deciding that now would be a good time to wake Leto to replace him, he grabbed his cane and, with no small amount of effort, used it to pull himself to his feet. He dismantled the fear ward he had erected and was about to do the same with the barrier of silence as well so that Leto would be able to keep watch.

However, before he could remove the last of his magical defenses, his attention was immediately drawn to a small movement in the corner of his eye. Swivelling his head to look down the river, in the direction that he and Leto had been travelling toward, he caught sight of something that alarmed him, yet also intrigued him at the same time: there, hunched down and ambling toward them on all fours along the riverbank, was another falmer.

This falmer was physically quite different from the Falmer of Leto's tribe, so he assumed that this one must belong to a separate group. Whereas the Falmer of Leto's tribe were tall and muscular, this one seemed quite small and thin, and didn't look to be as powerfully built as Leto and her former compatriots. His back was more curved and his arms seemed proportionally longer than Leto's, allowing him to crouch and walk on all fours with more ease than Leto. Also, unlike the males in Leto's tribe, this scrawny falmer had shaved his head completely bald. He didn't appear to be a warrior or any sort, since the only weapon he carried was a knife with a blade about the same length as the distance between Avernus's wrist and elbow. He wore only a loincloth for clothing, but strapped diagonally across his chest was some sort of belt with several small pouches attached. He had no larger packs or bags though, so Avernus wondered if this meant he lived fairly close to where he and Leto were currently resting.

His first thought was to wake Leto, since she would most likely have a better idea regarding the newcomer's identity than Avernus, but as he continued to watch the newcomer, he decided to wait and see what he did. So Avernus didn't move a muscle remaining exactly where he stood and waiting for the little falmer to breach the sound barrier Avernus had erected.

Avernus didn't have to wait long. The newcomer had been skulking straight toward them and soon enough, he crossed the magical ward. As soon as he did, he flinched and stopped in his tracks immediately, cocking his head slightly to the side as if straining to hear something. After a moment, the falmer must have discovered that there were, in fact, two other people just a few meters. He must also have concluded that these two other people were asleep and therefore oblivious to their surroundings, since he adopted a sinister grin and drew his knife without a sound. He then proceeded to stalk toward Avernus, again without making a single sound.

All the while, Avernus stood silent, keeping his breathing even and regular, as one does during sleep, and watched. As the newcomer stalked ever closer toward him, he focused telekinetic energy in his right hand and waited, watching to see what the falmer would try. When he was only a few paces away, he leapt toward Avernus, his knife-holding arm raised in the air, prepared to bring the blade down through Avernus's neck and into his upper chest. That was the moment Avernus chose to act.

As soon as the small falmer jumped, Avernus unleashed his magic, catching and holding the intruder in the air at the apex of his jump. He then cocooned the telekinetic energy around the falmer, pressing into him from all angles and effectively freezing him in position, preventing him from moving his limbs and flailing about.

"No," said Avernus, as if reprimanding a small child. "You don't get to do that."

The falmer gave a shriek of surprise and, upon struggling against Avernus's telekinetic grasp, realizing that he was trapped and unable to move, suspended in midair, started whimpering in fear. The shriek had woken Leto and, upon waking, she immediately went for her sword.

"What the fuck's going?" she angrily demanded as she strode over to Avernus and the captured falmer.

"This little bugger thought he could get the drop on us in our sleep," explained Avernus as he poked the immobilized and suspended falmer in the gut a couple times with his cane, eliciting a grunt of discomfort from the creature.

"_Really?_ What do we have here, eh?" Leto asked, curiosity evident in her tone, as well as what sounded to Avernus like predatory malice.

"I thought it would be best to capture him and let you have a few words with him before we kill him."

"What?! _No!_ Please!" shrieked the captured falmer in a panic. His voice was of a significantly higher pitch than Avernus's, but whether that was due to his small size or his fear and panic, Avernus couldn't tell. "Please don't ki-"

He was silenced by Leto's fist smashing into his face with no small amount of force.

"Good job capturing this idiot, Avernus," Leto congratulated him.

"_Avernus?_ The fuck kinda name is th-" the intruder started to ask before Leto punched him in the face again.

She quickly ran her free hand along his body, down his chest to his leg, back up again, and then across his chest. No doubt she was gauging his size and build.

"You're a _runty_ little thing, aren't ya?" Leto asked rhetorically.

"Oh, _shit!_ You're from the _Haeliatii _tribe, aren't you?" squeaked the falmer. "You bastards are bigger than _all_ the other tribes 'round here."

"That's right, you little prick," Leto snapped. "Now who the fuck are you, and why'd you try to kill us?"

"I'm Bolg, from the _Tarnabes_ clan," he quickly explained. "My clan's fallen on some hard times and other tribes are moving in on our territory. I thought you were scouts from an enemy tribe come to check us out."

While Leto was interrogating the falmer, Avernus's gaze was drawn toward the knife he carried. Unlike Leto's weapons, or any weapons of Falmeri make he'd seen thus far, the weapon wasn't made of chaurus chitin. Instead, it was made of metal; this was the first use of metal by the Falmer that Avernus had seen so far. The knife wasn't made of iron or steel, but rather it appeared to be made of bronze, which wasn't a metal used to make weapons on the surface. Furthermore, the design was completely unfamiliar to him. The distal half of blade was smooth and straight while the proximal half of the blade was serrated. The handle of the blade appeared to be made of bone, and no cross-guards were present.

This unfamiliar design of the knife along with the unconventional materials used to make it suggested that this blade wasn't merely stolen from a surfacer, but was actually crafted by the Falmer themselves. This was highly significant since it implied that at least some of the Falmer were more technologically advanced than Avernus initially thought.

Furthermore, since this falmer's clan, the _Tarnabes_, probably weren't situated far away from the _Haeliattii _tribe that Leto and Avernus were fleeing, and that since Avernus had never seen the use of bronze in a tool before, Avernus conjectured that this man must have obtained the knife through trade with a more distant tribe. Whereas if the _Tarnabes_ clan possessed the knowledge to mine and smelt copper and tin, and alloy them into bronze, it would be likely that bronze items would have found their way into the hands of surrounding tribes (whether through trade or capture), like Leto's _Haeliattii. _Since this was not the case, Avernus assumed that the _Tarnabes_ must have traded for the bronze knife, which likely originated from a tribe even further from the _Haeliattii_, possibly in the direction of Blackreach. Avernus would have to confirm this with Leto though.

"Leto! Here, look at the knife he tried to stab me with," said Avernus as he plucked the knife from the helpless Bolg's grasp and placed it in Leto's palm. "It's made of _bronze_. That's an unusual material around these parts isn't it? I'm thinking he traded for it, from some tribe closer to Blackreach, or maybe even from Blackreach itself. What do you make of this?"

"Sounds about right to me," remarked Leto as she examined the knife by running her fingers along the blade and handle. "Far as I know, none of the tribes around here know _anything_ about bronze, much less how to _make_ shit out of it."

Leto then turned back to the falmer Avernus had trapped in midair. "Where'd you get this," Leto demanded as she pressed the serrated edge of the blade against Bolg's throat.

"It was a while ago," Bolg started to answer. "Some group from up north were passin' through and tradin' a bunch o' shit with the tribes they passed. When they got here, I traded some potions I made from the plants that grow by the river. Potions are my line o' work and I know the river real good. 's why I'm the one patrolling the river 'round our territory, see?"

"And you don't know where they were from, besides up north," Leto asked.

"No, I swear!" Bolg answered. "I think they might've been travelling for a while, so _way_ up north, 'cause I hadn't _never _heard o' their tribe before."

"And what tribe _were_ they from?" was Leto's next question.

"Shit, _I_ don't know!" came Bolg's answer. "Like I said, was a long time ago."

"Where'd these traders contact your clan?" demanded Leto.

"Was at a small passage in the back of our territory," answered the falmer, "One o' the passages that leads out o' this section of caves and further up north."

"Good. You're gonna take us there later," Leto announced.

"_What? _I can't do that! No one else knows where the pass is. They'll _kill_ me if I-" Bolg began to protest, but Leto interrupted him again with another punch to the face before pressing the blade even harder against his throat, but not hard enough that it broke his skin and drew blood.

"_I'll_ kill you, you little shit!" Leto screamed in his face. "And it won't be quick either! So I'll give you a choice. You can either lead us there like a good little runt and get to see your family again, or I can cut your belly open and strangle you with your own guts, and then _track_ your scent back to the passage; it'll be messy and slow, and no one wants that, so let's see if you can make the smart choice."

"Okay! _Okay!_ I'll lead you there, just don't kill me, please! I have little ones to take care of," Bolg pleaded, his voice wobbling from fear.

"Good answer," remarked Leto. She then went over to her bag, pulled out some rope, and walked back over to Bolg. Avernus relaxed the cocooned telekinetic energy enough so that Leto could bend Bolg's arms behind his back and bind his wrists before doing the same with his ankles. Avernus then set Bolg down, allowing Leto to drag him over to a rock, which she perched herself on.

"So he'll take us right to one of the passages that lead to Blackreach? That should speed up our journey a bit," remarked Avernus. "Did you not know how to get to any of the other ones, Leto?"

"I _knew_ about some of the other ones, and I know how to get to one of them, but I've never been there myself before, so it would have taken longer to try the route out ourselves than it would to have someone lead us to one of the passages," answered Leto.

"Then it's quite fortunate that Bolg stumbled upon us," remarked Avernus.

"Who _are_ you?" squeaked Bolg. "You have the _weirdest _accent and name I've ever heard."

"None of your damn business, runt!" Leto answered with a slap to the face.

"Okay, _okay!_ Fuck! Just stop hitting me," whined Bolg.

"Then shut up unless I _ask_ you something," snapped Leto, before turning to Avernus. "Anyway, you should go get some rest, Avernus. I'll take watch and keep an eye on the runt and wake you later."

"Alright, thanks," said Avernus as he shuffled over to where Leto had slept during his watch, glad that she was allowing him to rest instead of insisting that Bolg take them immediately; he was very tired from the long day of walking and the subsequent watch shift.

"Wait, _what?_" exclaimed Bolg in surprise as he heard the tapping of Avernus's cane followed by the dragging of his ruined leg across the cave floor. "I was captured by a fucking _cripple?"_

"That's right, runt," cackled Leto. "He knows _magic_, like I'm sure you've figured out by now. So you better cooperate, or I might just have him set you on fire. _From the inside out! _You just think about that if you decide you wanna go back on your word."

Avernus chuckled mentally. He was sure Leto was enjoying terrifying Bolg. Avernus didn't feel particularly sorry for the man, considering he tried to kill him. Whether or not he even had children like he claimed was a matter for debate. People would say _anything_ to avoid getting tortured or killed, as he had personally found out in the dungeons of the Thalmor. Regarding torture, he hoped Leto wouldn't _actually_ make good on her promise of a slow, painful death should Bolg refuse to cooperate. After having been tortured and mutilated himself, and seeing it done on numerous other prisoners too over the course of several years, Avernus just wouldn't be able to stomach the sight of it again. But he was pretty sure that if Leto failed to get Bolg to cooperate, he'd be able to secure his compliance before it came to that.

Sighing, Avernus gently lowered himself down to the mossy patch of ground that Leto had slept on. He was too tired to worry about Bolg any further tonight. Let Leto deal with that, he thought. Before he went to sleep, he dismantled the barrier of silence that he had erected so that Leto could keep watch, and then erected a new, smaller ward around himself to block out sound. He wanted a good night's sleep, which meant that he didn't want to hear whatever took place between Leto and Bolg. Leto could fill him in when he woke up and he'd deal with it then.

As Avernus made himself comfortable on the dense, springy bed of moss, lichen, and fungus, the fatigue of the day's events caught up with him and he quickly drifted off into sleep, oblivious to whatever events might currently have been transpiring between Leto and Bolg.

* * *

**As you can no doubt tell, I'm taking a few creative liberties with the Falmer and their culture. I always thought it was kind of dumb how Bethesda portrayed them as _all_ the same everywhere, and with a super primitive culture even _thousands_ of years after overthrowing Dwemer rule. So I'll be changing that a bit in this story. The way I figure, the different tribes and clans will each develop along slightly different paths, resulting in different builds and body shapes (like Leto and Bolg, with Bolg being closer to the ingame Falmer), different customs, different skills and traits, and different levels of technical knowledge. This will be more important later on in the story. By doing this, I hope to add more realism to the Falmer, create more depth and dynamics than what they were endowed by Bethesda and try to bring them alive. Also, bonus points if anyone can find out where I drew the names for leto's tribe and Bolg's clan from. So let me know how I'm doing in this regard.**

**Please let me know what you thought of the chapter and leave a review. I'd appreciate it immensely. I thrive on reviews. Let's see if i can get more than the two or three from Chapter II. Anyway, that's it for now. Take care.**


End file.
